Spider-Bear
by HillyHulk
Summary: The adventures of an alternate universe Spider-Man...Spider-Bear!
1. Museum Mayhem

Spider-Bear

By: Anthony James Velez

Episode: Museum Mayhem

There were gang members everywhere in the museum as they were searching for some kind of stone for their boss. According to him, this thing was capable of imbuing its owner with powers. While it seemed rather silly, with the nature of the world they lived in (what with superheroes with legitimate superpowers going around beating up criminals), he was willing to take his chances. Not a single one of the exhibits would go unsearched. Even the parking lot had some of them around, just in case it hadn't arrived yet.

Some other goons checked out an office, thinking they were keeping it there until they figured out where to place it. When two of them entered the office, they were greeted with web to the face and dragging them toward the door, slamming their heads into the doors. A certain superhero knew these creatures were trying to steal from the museum and was going to do something about it. It was a certain friendly neighborhood teddy bear. He was Spider-Bear, and he knew exactly what to do.

Before anymore could get inside, Spider-Bear shot two web lines against one of the walls and stretched it. When the criminal entered into the room, he was met with a face full of bungee kick. Another entered the room, only to get web in the face. Spider-Bear shot a web onto the ceiling, swung from one side of the room to the other, and kicked then landed on his head knocking him out. Spider-Bear clung to the wall of the office, crawling alongside it to take a look at the other office.

Yes, the building was relatively big, but there were also a big amount of criminals with guns walking around. From his count, there were four for each exhibit. Spider-Bear looked toward a vent, pulled it open, and climbed into it. To take them all out, he was going to need to be very careful with his movements. He heard someone who most likely heard him and threw the vent at him as soon as he saw him, knocking him out as well.

Eventually, his crawling led him into the art exhibit, American art from what he could see. A boot stomped right in his face, making him back away a bit. He waited patiently as the raccoon walked away, another raccoon walking right behind him. As soon as they were out of sight, Spider-Bear pushed the vent open as carefully as possible. Not quite enough apparently as the raccoons ran right back to the room only to meet bear feet knocking them out.

He heard more, leaping to the ceiling and using the darkness of the night to his advantage. He needed to use the noises of the boots to his advantage as they walked closer to where the noise came from. The raccoon did have night vision, being a raccoon, but that wouldn't matter as Spider-Bear webbed him in the face. Wasting no time, Spider-Bear leapt from the ceiling to the raccoon, slamming his big head into its face. Spider sense warned Spider-Bear of a bullet he managed to catch in his left paw.

"Crap" he said in his head as shot a glob of web at the gun. Another glob of web shot toward the raccoon just before he could scream from the small explosion, Spider-Bear dashing and delivering a heavy haymaker into his face. Spider-Bear knew that anyone close enough to hear was definitely going to enter the room. Before they could do so, he ran as fast as he could to the vent and slid right into the vent before he could be discovered. "I really need to work on my stealth" Spider-Bear whispered to himself so quietly, he might as well have mouthed it.

More raccoons ran into the room, looking everywhere for the room. One of the raccoons motioned for two of them to enter while they stay and keep a lookout for the man crashing their theft. The raccoons kept a keen ear and eye out for the intruder, one gritting their teeth as he kept wandering through the room. Spider-Bear crawled across the ceiling, avoiding the raccoons to get to the exit. Spider-Bear heard four sets of feet running to their room, so he could guess what they had in mind.

When he crawled down to the floor, he got up and webbed their faces before they could see him. The raccoons grunted, but were also blocked before they could say anything. They did manage to shout a little, though, so Spider-Bear swung, kicked them both in the face before running out of the room. It was a matter of patience until the two ran to the room so Spider-Bear slammed his head into the other raccoons head, knocking them both out. By then, however, spider sense once again warned him of gunners.

Spider-Bear turned toward the raccoons as they opened fire, Spider-Bear running around before shooting web at their feet and pulling them off theirs. Making haste, Spider-Bear jumped toward them and punched them out. "Splinter Cell made this look so easy" he said as he looked in front of him to see another raccoon. Spider-Bear caught his face and lifted him off his feet, twirling him into a suit of armor before throwing him at another raccoon. With the jig up for the time being, Spider-Bear web swung toward the entrance to the room.

Before the other thieves could enter the room, Spider-Bear kicked them down. The other two tried to shoot him, but he jumped over them and landed on one's head. The other tried to shoot him, but he spun in the air in a corkscrew before kicking him in the temple, knocking him out. He could hear the others come up and thought of a way to take them down. He saw the lance the armor was holding and had an idea.

He grabbed it with web and tugged it toward him, sending it fly until it could be grabbed mid-air. The crooks walked right into the baseball swing that was Spider-Bear's sneak attack. Spider-Bear then listened for any more animals coming toward him. When he didn't hear any, he climbed toward the next exhibit. While Spider-Bear fought off the raccoons, one of the raccoons in the other floors was given a call by the others on the first floor.

"What's up?" the raccoon asked, raising an eyebrow. "We have a guest, spread the word" the caller said, quickly cutting it off. The raccoon shook his head and did as he was told. Back to the floor, Spider-Bear ran into the fake castle while the crooks that were in the Great Hall. The raccoon grabbed a flash grenade from his pack and threw it into the castle. Spider-Bear wasted no time in using it to his advantage, throwing the grenade back at them.

Before they could run away, he grabbed them by the shoulders with web and said "Cheese, suckers!" before closing his eyes and turning away, saving his eyes. The other two were not as lucky as they were blinded by their own move before being pulled off their feet, bouncing into each other by the head before hitting the ground. The other two were also web pulled, getting knocked out by falling into the boots of the other knocked out goons. Spider-Bear barely suppressed a laugh with a nasally snicker: imagine explaining "I was knocked out by falling into a guy's foot" to your boss. Spider-Bear web swung back to the castle before landing in front of and running into it.

Spider-Bear climbed up onto the patio of the castle and waiting for them to come to him. Soon enough, that was indeed the case as they rushed into the room. Spider-Bear jumped from the patio, landing on two of them. Spider-Bear shot lines of web at the two men aiming rifles at them and pulled them out of his hands. One of the crooks growled as they got to their feet, grabbing knives from their pockets. The web slinger made the "bring it on" gesture as they ran toward them, aiming to stab him.

Spider-Bear sidestepped a swipe while upper-cutting another away before delivering a mighty hook to his face. The raccoon saw his kin fall to the ground before charging toward him while Spider-Bear aimed a side kick that he dodged before readjusting his strike to axe kick him in the back. The raccoon grunted in pains while Spider-Bear pushed him away with his foot before knocking him off his feet with a roundhouse kick, making a "bam" sound effect as he fell over. Spider sense warned him of the enemies behind him, allowing him to jump over them as they rained bullets at the superhero. Spider-Bear crescent kicked one down, elbowing the other before back flip kicking down.

Spider-Bear took a breath: that was a lot of butt kicking and he wasn't even done yet. He doubted it would take much time before they found out where whatever it was they were looking for was. As a result, he hi tailed it out of there via web swinging it. The raccoons that had come to their room had a face full of web or had their gun blown up. Eventually, Spider-Bear reached an elevator and pressed down. He looked back to the group of criminals, some still trying to pull away webbing.

Spider-Bear narrowed his eyes in determination, staring them all down. "Let's do this" he muttered, jumping up and kicking two down. Another tried to smack him with his gun, but a punch in the gut and rising knee to the face put an end to his "menace". Others that still had their guns began raining fire, Spider-Bear jump and rolling out of their way while returning fire with web globs. Spider-Bear's right eye darted toward the elevator, saying "come on already" in his head in a chant as he continued his web-to-gun war.

Right when it seemed they were about to overwhelm him, the elevator finally reached down. "Took your time, didn't you, you hunk of crap?" he said annoyed, jumping toward the elevator. He pushed one of the buttons on the elevator not paying attention to which he was pressing. He pulled at his eye to make a mocking face while blowing a raspberry at them. Some did make it into the room, but a spinning jump kick dealt with them thanks to the room leaving nowhere else to go.

While they all headed for another room, the sound of a door slamming open caught their attention, leading them to believe it was the cops. Instead, when they ran to where they heard the door, they saw a man in a big rhino looking towering them, his arms crossed as he stared at them with contempt. "What's the hold up, losers?" he said in a baritone voice, scaring the other raccoons. "It's the web slinger, boss! He's here and whooping us all!" one of them explained.

Rhino growled as they led him to the elevator he used. Meanwhile, Spider-Bear webbed the two men in their faces before they could fire. With the two momentarily distracted, he clocked their heads together knocking them out. Apparently, he wound up on the third floor thanks to not paying attention. Well, he might as well keep on trucking along now that he was here.

While the raccoons new for a fact he was here, they were only on alert that he was on the floor. They didn't know for sure where he was. As a result, he could sneak up on them again. He wasted no time using the ceiling and crawling across the ceiling to his advantage. He crawled from his current position in the Greek and Roman art all the way to the Modern and Contemporary art exhibition. Once he reached there, he saw one of the goons smashing a case to reach the gem.

That earned him a smack in the back of the head, the thief yelping in pain. "Idiot, this isn't the 1930s anymore" the guy snarled. "Hey, I got the rock didn't I?" he whined, rubbing his head in pain with a pitiful look at his partner. Spider-Bear shot a web string at the head and pulled him into a case, knocking him out cold. "Yeah you do, now hand it over and you won't end up like that guy" Spider-Bear warned, smirking menacingly on his face which was blocked by his mask.

The other two tried to shot him, but they got the same treatment of the first guy. Spider-Man web swung toward the guy, landing right in front of him. He tried to shoot him, but Spider-Bear pulled the gun out of his hand. The other criminals ran into his room, Spider-Bear grabbing the guy by the neck, directing him toward him. "One wrong move, your buddy here gets it" he threatened, scaring the crook. Of course, he wasn't going to kill him, but grabbing him also stopped them from firing at him in fear of hitting the green rock they were apparently looking for.

"How about you get some, web-head?" a familiar voice said. The criminals turned their heads around and smirked before backing away. They might not have been able to knock this guy down a peg, but their boss could. Spider-Bear bounced from how heavy the footsteps are. Eventually, he saw the big chief in the flesh that actually blended in with the rest of the dark.

"Rhino, aren't a sight for sore- oh geez!" he would've made a rather lame phrase but Rhino had already began charging at him, smashing through the wall. He made sure to announce his displeasure known by saying "Hey, have some patience before you start trying to beat me up!" "How do I smash if I just stand around?" Rhino said, smirking as grabbed a close by glass case and pulled the table out of the ground. "Good point, I guess..." he said, narrowing his eyes at the charging supervillain. When he got close enough, he jumped on his bag, shot web onto his shoulders, and pulled him off his feet after jumping off.

"Ole!" he said; a big cocky smile on his face. Rhino growled as he got back to his feet and charged again, Spiderman jumping over him again. Rhino this time used the table in his hands as a weapon, throwing it at the airborne superhero catapulting him to the top floor. Spiderman groaned as he got up, pushing the table off as Rhino ran up the stairs. Spiderman jumped up, grabbing Rhino's weapon and waited for him to charge him as per usual.

Rhino did in fact do it before jumping and smashing his hand through the floor, Spiderman saying "Literally take it back!" before smashing the table to bits on his head. Rhino attempted to slam his arm into his foe, only to have him jump over it and kicked him in the face while jumping away from him with that same kick. Rhino raised his arms into the air and smashed his arms into the ground, smashing more of floor apart but no spider paste. Before Rhino could attack anymore, Spider-Bear attacked with a barrage for quick punches. Rhino pushed him away before grabbing him by the right leg after tricking him with a feint punch.

"Sucker" was all he said before throwing him to the lower floor. Spider-Bear rolled out of the way when Rhino tried to land on top of him, the heavyweight creature smashing through the floor. Spider-Bear webbed him up with as much string as he could before latching them to the ground. Rhino struggled against the strings while Spider-Bear down toward him. Spider-Bear wasted no time in pummeling him with multiple fists to his face, Rhino getting angrier with every fist landing into him.

Eventually, Rhino pulled the webs off of him, sending them falling to the ground. Spider-Bear jumped off of Rhino, webbing his hands together as he shot a string to the ceiling. Rhino slammed into the ground, the floor cracking with the pressure pressed upon all at once. Spider-Bear meanwhile lazily lowered himself to the ground by the string. "I'd say 'next stop down floor' but you didn't really give me the time.

"You're a real riot, arachnid" he said sarcastically, pulling himself free from the web. "Hey, someone actually got my logo's species right, congrats!" he said, clapping in applause. Rhino put his hand into the ground, pulling a huge bit of the ground out of it before throwing it at him. Spider-Bear shot a string a web out of it before throwing it back at him, Rhino tackling through it. Spider-Bear covered himself from the stones while trying to jump away from Rhino, only for the muscle man to grab him and slam him into the ground.

Spiderman took a look at his surroundings, seeing his was on the ground floor version of the Modern art exhibition. Nothing here was going to help him take down a guy like Rhino. Rhino, meanwhile, raised him by the arms and swung him to gore him something fierce. Spider-Bear pushed him back with his feet, trying to save himself from utter doom. Spider-Bear, not having much else to do to get out of this dire situation, kicked Rhino in the eye.

Rhino grunted in pain, his grip loosening enough to pull his arms out of his hands. "Hey Rhino, I don't think this a good place for our date…" he began web swinging away while saying "why don't we go somewhere else, huh?" "Alright, Barry, you just gave yourself some time, make it count" he said, looking around for something here to use as a weapons for someone as big as Rhino. Rhino, meanwhile, wasted no time grabbing handfuls of the ground and throwing them at him. Out of the room, he saw the castle again and swung high into the air so he could face palm without getting himself in trouble.

"Duh, the castle from earlier… okay, now for the plan" he muttered to himself. "Come back here and fight me like a man, web-head!" Rhino shouted, stopping to grab a pillar and pulling at it with all his might. "You got it, big and ugly!" Spider-Bear said, falling to the ground. Rhino had already pulled a huge chunk of the pillar and continued his charge. Spider-Bear waited for the big man to make his move. With a war cry, Rhino swung the massive hunk of pillar at Spider-Bear, the arachnid themed superhero bear rapid-firing globs of web into his stronger foe's face.

Rhino's muffled grunts of anger were clear through the web, continuing to swing the pillar at him. Spider-Bear rolled under a strike, jumping on it after another, and jumping off and web swinging away from his enemy. Rhino felt him jump away and tried to throw the pillar after a few twirls, but his obscured vision led him throw it way too far too the left. He didn't even hit the castle, the hunk of pillar crashing just short of the castle. Spider-Bear, meanwhile, had already entered the castle.

Spider-Bear had run through ideas and stopped on one. Rhino was pretty tough as well as strong, so he was unsure if it would really work. However, it was the only course of action he could think of. After settling on the plan, he took a look at his web containers, pulling the sleeves of his suit to look at the gauges. It would have just enough for the plan, but if it didn't work he had no more at his disposal; this **had** to work.

Rhino, outside of the castle, ribbed the last bit of web off of his face. Rhino growled in irritation, looking for the wall crawler. Rhino was about to shout for Spider-Bear to come to him, but Spider-Bear did in fact come to him. "No need to yell, you big lug, I'm right here!" he said. Rhino charged toward his enemy as fast as his bulky body allowed.

Spider-Bear ran back into the grounds, having to actually preserve web after pretty much relying on it the entire night. When they reached inside, Spider-Bear back flipped over Rhino narrowly dodging the horn. When Rhino aimed to slam his arm into his body, Spider-Bear punched him right in the eye. "Yeah I know it's dirty, but with a guy like you, you can't really fight fair and live" he said mockingly, punching the other eye when Rhino went for another swing. Having blocked both eyes, he shot his webs into his hand sticking them into his hands.

Spider-Bear webbed every bit of the walls, the pillars of the castle especially, and connected the strings onto Rhino. Once Rhino could see again, he saw Spider-Bear running again. "This has been fun, but I've got to go!" he said running as far away as possible. Rhino roared an angry roar as he ripped the webs. However, those webs led to unexpected results as the castle falling apart from above him.

"Crap" was what Spider-Bear was saying, freaking out as the castle was falling apart! Rhino tried to escape as well, but wasn't fast enough as the castle fell on top of him. Spider-Bear rolled away, looking back toward the castle… or what remained of it, anyway. Rhino was most likely out cold with that much debris falling on top of him. To make sure his plan didn't work too well (A.K.A kill him) he went back and tossed debris off of him. When he saw Rhino, he saw that he indeed was knocked out but still alive.

Spider-Bear let out a relieved sigh, then looked around. Nothing… and that was kind of a problem. Spider-Bear let out a groan: that was the idea all along. With Rhino distracting him with the fight, the others could get away with that rock. Spider-Bear walked away, leaving the knocked out super criminal for the police.

Well, at the very least, the crook was dealt with. Now he just needed to find a lead to the rest of the criminals. How he would get it, he didn't really know. But that could be left for later (or rather, had to without any more webs to give chase). For now, he was going home and getting some rest.


	2. The Greatest Show

Spider-Bear

By: Anthony James Velez

Episode Two: The Greatest Show

It was an ordinary day in the city of New Bark. Spider-Bear was making his rounds throughout the city. The stone would have to wait until he got any clues as to where it could've gone and to whom it had been sent. For now, the cops were going to have to handle this on their own. He did have the responsibility of stopping criminals.

Until then, he would have to bide his time with his current job in life. It wasn't paying or safe, but it was something he took pride in. He never would've taken without that spider bite or anything like it. Now that he had, however, with great power came great responsibility. During his trip around the wooden city, he heard a commotion under him.

When he looked down, he saw a white aging dove running with a small sack holding what appeared to be something heavy inside of it. Behind him, a female mongoose was running, yelling something he couldn't hear from how high he was. He could add two and two together, though, and could see that the rabbit was a thief. He briefly considered allowing the authorities handle it; he had bigger fish to fry than some random robber stealing from a grocery store (at least he thought it was a grocery store). However, he shook his clear of that idea; when you're a superhero, no citizen was insignificant.

Spider-Bear let himself drop a fair distance before web swinging again and then dropping completely to the ground.

"I've got this, lady, wait at the end of the alley okay?" he said quickly, almost to point she didn't understand what he said.

She seemed to get the idea though as she stopped when they reached the ally. Spider-Bear's faster speed allowed him to zip through the allies, using the faint noises of his footsteps to lead him to where the thief was.

When he heard the steps at their loudest, he shouted "Come back here and return what I assume is a register! What else could be heavy and make sense in that sack?!" he shouted.

No reply, but he did see the shadow of a dead-end, a small smirk in his face. When he turned to the dead-end, he saw the bird panting with his head turned toward Spider-Bear.

"Nowhere to run, buddy" he said. He extended his hand toward the thief, his other hand aiming toward the criminal in case he pulled anything.

"Let's not make a bigger of this than it is, just give whatever you stole back and we can all put this behind us (court not withstanding)" he said, muttering the last part as he gave the guy an easy way out of this.

The dove then did something he didn't expect nor really like. He began to smirk, a non-existent eyebrow raised.

"How would like a magic show, young man?" he asked, putting a hand to his pocket quickly.

While Spider-Bear was able to shoot a glob of web at his hand, leaving his hand stuck into his jacket, but the dove still pressed something (if the small click was any indication) and smoke filled the corner. Spider-Bear's eyes shot open, his nostrils and eyes being filled with the smoke as it filled everywhere it could reach.

It weren't particularly painful, per say, but they were disorienting. He would just how disorienting they were when the smoke drifted away, revealing the biggest stage of the biggest theatre he had ever seen. In the seats, multiple doves all looking the same scowled at the wall crawler. Spider-Bear didn't know what to make of any of this, clutching his head while looking around the auditorium.

"What the heck was in that stuff?" he whispered, looking around the place in bewilderment.

The next surprise came through the middle of the stage, more smoke rising higher and higher in the air until it came together to form a body. Specifically, a green body with a purple cape and glass sphere head.

"Welcome, one and all to the greatest show this side of the criminal underworld!" he shouted, the voice echoing his melodramatic voice across the room.

The doves cheered in applause, whistling and clapping in excitement.

"As you all know, I am the greatest performer to ever live, the one and only Mysterio" he said, placing a hand to his chest and Spider-Bear could see the arrogant smile.

"Unfortunately, this performer was does not have enough for more performances for a while so he had to do some… mean things to others" he said in mock shame, rubbing the back of his neck as he pointed at the sack that revealed a cash register.

Gasps were heard all around the room, Spider-Bear raising an eyebrow with a blank face at the events around him now.

"I know, it's terrible, but the show must go on even with a few bad deeds" he said.

"However, does that mean I should have to worry about these "superheroes" breathing down my neck just for a little theft?" he said, making quotations marks with his fingers when he said superheroes.

"A small theft is still theft, moron" Spider-Bear said, almost deafened by the booing from the crowd.

"Go to heck, all of you, you're just a figment made by whatever the heck is going on!" he said, his hands thrusting into the air to indicate at his annoyance.

"Well, if that's how you feel, I suppose we have an issue that must be rectified at once" Mysterio said, clapping his hands together.

With a few claps, little bits of smoke formed as his minions were created. Red goats with pitchforks appeared, silly giggly faces and sinister smiles on all fifty faces as they bounced toward him. Spider-Bear put up his dukes, ready to punch some demon face. The goats stabbed at the wall crawler at the same time, only for their forks to either get stuck to the ground or clang against each other as he jumped into the air. The goats looked up to the air and jumped up.

A skirmish came about, pitchforks swinging and stabbing at Spider-Bear as he dodged, punched, and kicked them away. The goats hit fell down and disappeared into clouds of red smoke when they hit the ground. Upon hitting the ground, the goats continued swinging. Spider-Bear ducked over a pitchfork, sidestepped another, smacked one away before punching another out. Spider-Bear jumped onto another stabbing strike and stomped on its head, jumping up into the air and kicking them all away with a spinning split kick. Some of the goats backed away from the strike, still giggling and snapping their teeth at him.

"Shall thunder from the gods themselves, strike thee down!" said Mysterio as he summoned storm clouds over him and the goats.

Lightning did indeed strike down on Spider-Bear, hitting some goats as well. Another goat charged; pitchfork aimed as if it was a lance. Spider-Bear kicked the pitchfork up, the bolt falling down on it like a lightning rod. Spider-Bear ran away from the other bolts, aiming to get to Mysterio only for a goat to poof right in front of it with a nonsensical gobble.

The goat stabbed at Spider-Bear over and over, only to poof away with a punch into its face. "My minions need some pep in their steps, it seems" Mysterio said, Spider-Bear about to groan before yelping as he jumped from a lightning bolt.

The "wizard" directed his hand toward, a red beam directed toward his minions, causing them and their horns to glow. While some goats still charged, others aimed their horns and began firing fireballs at Spider-Bear. Spider-Bear jumped and rolled away from the flames as they soared toward them, redirecting them away from their master.

Spider-Bear changed direction again, this time to the devils as he jumped as high as he could toward them. Spider-Bear kicked one of them, punches at them next as he flew through the air to fight them. The goats blocked his strikes with their pitchforks to the best of their ability, actually succeeding with every blow.

Oh, now they decide to do the thing they should've been doing earlier" he grumbled as he tried to maneuver around their strikes, but now they were just as fast as he was.

Three of the goats grabbed him by the arms with their horns, flinging him into the air.

Spider-Bear shot webs at the remaining twenty two, some jumping into the air with growls, their smiles impish. The remaining ten stayed on the ground, firing fireballs at the web slinger. Spider-Bear blocked and dodged as they kicked them away as he fired back at the demonic goats. Five goats wound up blowing up from the backed up flames while ten of the goats were punched out before they fell back down. The lightning wound up catching up to them again, four of the fire firing goats taken down while Spider-Bear grabbed the attacking pitchfork of one and slammed it into the other, the two going poof.

Spider-Bear ran around the flames being fired by the last goat demon, lightning trailing behind him. Before another could strike down, he grabbed the goat's horns and threw him up to be struck by the lightning.

"That's all your minions, buddy. Any more tricks up your sleeve?" he said mockingly, running back toward the magician that started it all.

"Yes actually" he said, his finger twirling around as red circles began forming on the ground.

"That doesn't look good" he said, pointing out the obvious as they raced around the stage.

Spider-Bear did his best to avoid the circles, nearly failing as he stepped onto a circle. A pillar of flame shot up into the air, Spider-Bear looking wide eyed as it burst through the ceiling into the dark blue sky.

"Yep, definitely not good" he said absentmindedly before looking at another incoming circle and somersaulting away.

Spider-Bear tried another tactic to get a hit on the wizard himself, shooting web globs at Mysterio. "Quite a move you have" he said, swinging his arms into the air blue fire bursting from its body.

"It's a shame that I still have many under my sleeves" he said, confidence dripping from it. Spider-Bear shot webs again, this time swinging from them.

It was frustrating, all of this; it was like no matter how he ran toward him, he never got closer.

"Take this one for example" he said, a blue flash of light glowing in his hand. When he thrust it toward the spider, a beam of energy fired toward him.

Spider-Bear jumped out of the way, the lightning nearly hitting him. The lightning became a factor again, nearly hitting him as it hit all around his area as he rolled and jumped away from the bolts. Upon dodging the last lightning bolt before it hit elsewhere again, Spider-Bear stumbled as he tripped from the beam.

"Are we having fun yet, my guest of honor?" Mysterio asked tauntingly, firing yet another energy beam Spider-Bear jumping away from it.

"Oh, I'm having oodles of fun" Spider-Bear answered, sarcasm oozing from his voice as his eyes narrowed at the "wizard".

"That's absolutely wonderfully wonderful, my friend" he said, giving a slight bow.

"Maybe we could have the audience join in on the fun?" he asked, snapping his fingers. The audience saw blue clouds poof above them, the clouds raining a single item. Those items were strange looking bazookas, a big orb at the end of it with spiraling around for decoration with barrels just as big as the bowling ball shaped orbs.

"Oh crap" Spider-Bear said, dread filling his being as they all aimed with wide grins on their faces.

"That I believe, is a wrap" he said, all of the audience firing at once.

With nowhere to go since there were so many of them, Spider-Bear put his hands in front of his face in a pitiful form of defense while turning his head away. "ZAP" was the noises of the many weapons that came toward him with frightening speed. The oddest thing happened when they touched them all at the same time, however… nothing. Nothing happened at all as he opened his eyes, confused at not feeling anything.

This was weird; he should've been dead by now, and yet he wasn't. In fact, he just recognized something; not once had his spider sense tingled. Demons, lightning, fire, energy beams, lasers, absolutely none of these things had set off his built in danger system. He noticed another circle heading toward it, but this time he wanted to test something. He stood there, taking the fire pillar head on.

"Taking it" seemed to be an overstatement, however as once again he felt nothing. Spider-Bear smirked, turning toward the towering "wizard".

"That's a nice trick you've got there, fish bowl head" he said, crossing his arms.

"You really got me there for a while, pal" he waved his left hand as if he were a human waving a finger.

"I beg your pardon?" he asked, crossing his arms.

"None of this is real, it's all in my head, isn't it?" he asked, despite his words not truly being a question.

"Don't be ridiculous, of course it's all real" the wizard said a tad too defensively. "Is that a fact? Then prove it, give me your best shot" he said, waving his hands toward him before extending toward his sides.

"Don't mind if I do" he growled, a mass of energy forming and growing larger by the second.

Spider-Bear crossed his arms, tapping his foot as he waited impatiently for this last attack.

"Feel this and tell me its fake!" the wielder of the ball of "death" shouted, throwing the ball of energy toward him.

When the large flash came when it hit the ground, however, the stage was gone and in its place was a roughed up alley. Spider sense finally alerted Spider-Bear, the teddy bear turning toward the dove as it aimed and shot at him. Spider-Bear dodged, webbing the dove in the chest and bringing him to him with a head-butt that knocked him out. The friendly neighborhood teddy bear was victorious, webbing up the dove up on fire escape stairs above them and going back to his duty of finding the Fisks.


	3. Most Dangerous Game

Spider-Bear

By: Anthony James Velez

Episode Three: The Most Dangerous Game

Barry Parker felt a small fuzzy feeling in his head, his vision coming to as he could see everything around him. Wherever he was, it definitely wasn't home. The place was far too expensive looking with gold, animal heads, and rich red wallpaper covering everything. He took a look at his arms, seeing chains linking him to a beam that spanned across the room. There was heat coming from behind him.

"Where the heck am I?" he asked, his vision coming to as he could truly see the area around him.

The narrow hallway in front of him had small podiums with items that resembled things you would see in a museum. With a strong pull, the chain easily broke off his hand followed by his other hand. He looked down to see chains on his legs as well that also broke off. Having seen enough the room he had been held captive in, walking through the hallway until he reached the other side. By the time he reached that other side; he felt a wire pull on his feet which activated his spider senses.

Barry jumped back into the hallway, seeing arrows shoot down onto the floor stabbing into the carpet all the while.

"Whoever kidnapped me knew what they were doing" he mumbled to himself, peeking through the halls for the other traps.

He could see cameras stationed on the pillars, and a few speakers stationed in the corners of the rooms. Said speakers began to static and a voice began to introduce itself to the area. "So you finally awaken, boy, how wonderful" it said.

"I've been waiting for the chance to challenge you. News of you spreads rather far, spider, and it interested me" he said next.

"Enough to kidnap me, apparently" he said to himself looking at the cameras around him.

Still, taking a look around, he found a chameleon in a suit, albino white skin, and eyes that were also white. In his hands was a hunting rifle, ready and willing for his face.

"I'm guessing you're the guy looking to help the guy who kidnapped me" he said, pointing at the gun.

"That would be correct, boy: he said, directing the gun to his face.

The chameleon shot the gun at him with the rifle, Parker jumped out of the way with the man on tow.

Parker ran from multiple rounds, his speed running past the bullets as they nearly hit his feet returning fire with his webs. One of the webs blocked the barrel of his gun, the man unable to shoot any more thanks to how strong the web was compared to the gun. The man grunted as he threw his gun to the ground and pressed a button on his belt, disappearing.

"And he can teleport, that's nice" he mumbled as he looked throughout the building.

Around the main hall, the upstairs had five rooms and there seemed to be more sections of the place, two at the very least. In the hall, he could see very large nets around him carrying what seemed to be caltrops. Upon him entering the room, they all fell down upon him. Parker yelped as he ran to the far left side of the room, the caltrops falling fast. By the time he reached the side of the large hall, he had narrowly escaped being skewered by the caltrops around him.

Within the second net, however, was a different trap entirely. They were also referred to as caltrops, but these were filled with smoke. Upon landing, they all simultaneously released they smoke inside them all, making a heavy cloud all around them. Parker was grateful he wore a mask that blocked the smoke thanks to covering the entirety of his big head. He did have his spider sense that would compensate for his lack for vision.

Said spider sense began to tingle, signaling danger around him. Parker felt a knife slash across his shoulder, the bear withholding a cry of pain as he turned around to where he thought it came from. He saw a green flash of light that appeared before the wielder of the teleporter disappeared. He knew what to use to track his movements as he shot a web to the ceiling and began climbing with haste. When the man reappeared again where his back would've been, he swung at air.

Instead of fur and skin, he felt a web being cut in parts. Parker shot a glob at where he thought he was. He heard it make contact with somebody before the green flash signaled his teleportation again. Parker kept his eyes peeled and his sense tuned to everywhere around him. When the color showed up again, it was above him as a gas mask fell down onto him hitting him in the head.

The man descended down again, a knife in hand as he descended down on him. Before he could stab him, he dropped and swung from the ceiling away from the man who teleported away. When he saw his webs had reached the end of the hall, he saw what must have been a library. Many books lined the walls as a small table with an astray on top it, a small fireplace and a cabinet filled with many vials of multi colored and labeled liquids and a normal sized table decorated it. He took a closer look at the cabinet.

Even in their bottles, they still had a strange fragrance to them. Some of them had little bits of somewhat unidentifiable things in them (some had little leaves; some had things he couldn't quite pinpoint exactly what it was). It seemed that his kidnapper dabbled in something he couldn't quite say (they didn't look like any medicine he ever saw, at least). Suddenly, he saw something in the glass; the man from before about to stab him. He grabbed his hand just before it couldn't pierce him and threw both it and the knife away, the two crashing into the other side of the room.

"Who are you working for slash with and why?" he asked as he jumped to the other side of the room and grabbed his head.

"He'll see you as soon as you go upstairs" he said before attempting to swing his knife only to be thrown into the wall, knocking him unconscious.

"Upstairs, huh" Barry said to himself, looking at the stairway in the front door right next to the fireplace.

He opened the door, seeing a small hallway with a small spiral staircase going upward. He climbed the stairs, wary of other traps around him in case something snuck attack him. As he ventured up the stairs, it seemed nothing had been placed here. When he reached up the stairs, however, he had to jump away from a spear heading toward him.

"Cheap move, whoever you are!" he shouted indignantly.

The other animal said nothing and only barked to the air, turning off the lights. Parker kept an eye on everything around him, the pitch black lighting blocking everything. For a while, Barry didn't move a muscle as he focused on primarily scanning the place for possible attacks. Spider-sense warned him of incoming projectiles as he smacked it away from thin air, the little item rolling across the ground.

Silence and patrolling the land around him met the room once again. Without sight, he would have to completely rely on spider sense if he were track down the creature attacking him. Every few minutes, what seemed to be a dart flew toward him. On the fifth dart, however, growling followed. Not knowing where he should go specifically go, he tried to sidestep to the right.

Pure luck had kept the creature from hitting him. "I feel excited to battle you, spider" the voice of the man said in the pitch blackness of the room.

"How do you even know who I am?" Barry asked, backing away from any slashes coming his way.

"Like I said, news spreads fast… and a certain mechanic knows a certain secret of yours" even without seeing him, he could feel the grin on the kidnapper's face.

"Then I need you out of my way if I'm to find the guy before he gets to my family" he said, attempting a kick that hit nothing.

"How do you know someone hasn't done just that already?" he asked rhetorically, swinging both weapons at him nearly stabbing him as Barry tripped and fell on top of a table.

"I wouldn't let them pull that without a say in it" he growled, trying to web the foe only for him to dodge.

What they hit instead he pulled to get something to hit the man with from behind. The blinds were pulled off, finally getting some light into the room. In front of the t-shirt and jeans wearing Spider-Bear was a Doberman in a lion vest, brown pants, and katars in each hand.

"That's sick, you know that right?" Barry said, feeling sick right now with the dog wearing the skin of another animal.

"So I've been told and have ignored respectively" he said, attempting to stab the bear with both blades in the chest.

Spider-Bear swung his claws into the blades, easily breaking them both in half. The Doberman growled as Barry kicked him off.

"Mind telling me who the heck you are now?" he asked, getting off the table.

"Very well then… I am Kraven the Hunter and I want to add your head with the rest of my collection" he said, grinning fiendishly.

"That explains the animal heads and vest, you're a serial killer" he said.

"I'm a hunting dog, it's in my blood" he said, taking out his blow dart gun but getting it snatched with Barry's web.

"You realize you screwed yourself by giving me my web shooters, right?" he asked, throwing the dart gun behind him.

"I like to think of it more as making the hunt more interesting" he said, taking another spear attached to his back and running toward him.

Kraven stabbed multiple times toward Barry, the bear stepping away from every strike just before he came towards and grabbed the spear. Kraven grabbed what seemed to be a club and swung it into the hand, Barry grunting before reeling his hand back and getting floored when it slammed into his face. Kraven let the spear slide from his hand as he attempted to stab Barry in the chest, Barry rolling away as Kraven placed his club back into its sheath.

Barry punched the spear, breaking the tip and some of the front of the spear. Kraven grabbed the other end and tried to shove the other end into his face. Barry moved his head to the right, the blunt end of the spear hitting the ground before Barry kicked him in the temple sending the dog rolling away. Barry, having gotten some space between him and the dog, kipped up and turned toward Kraven. Barry ran toward the hunter and tried to punt him like his head was a football, but Kraven shoved the spear-turned-staff into his crotch.

Barry squealed before saying "Dang cheater" before shooting webs at him as he rolled back to his feet and blocked the shots with the staff.

The staff slid between the dogs' hands as he aimed to slam it into his face only for Barry to use his teeth and bit down onto the staff, breaking even more of it.

"I love being a bear" Barry mumbled, thankful for the strength of his bite thanks to his species.

With little to work with now that the staff was made too small, he took out his club and swung it at him. Now that he was dealing with a non-sharp object, he could safely slap it away from him. Kraven attempted another swing, but Barry rammed his big head into his face, half of his strength put into the strike. Kraven was knocked out cold, the strength being more than anything he had ever seen or felt before. Barry let out a sigh of relief; no matter how tough the guy was, he was still a normal guy.

"So somebody knows who I am, huh?" Barry asked himself.

Unlike the stone from the museum, this was an issue. It was too late to do anything about trying to stop the news now that it reached out to the point it reached animals like him. He could, however, take down the man who spread the news before he could do anything catastrophic with them. Kraven had said something about a mechanic… Barry Parker had an idea of who this person was. It was time Spider-Bear paid a visit to a certain Tinkerer.


	4. Interlude: Slayer Testing

Spider-Bear

By: Anthony James Velez

Interlude: Slayer Testing

Tinkerer had been a well-known mechanical genius for many years now. Unfortunately, that mechanical genius was only used for himself so he could whatever he wanted, his technology used to commit whatever crime his mind had put its sights to while selling some of it to other criminals for funding. For as long as Spider-Bear had a bounty on his head from multiple men wanting to put an end to the bear interfering with their work, people had been aiming to the cash. Tinkerer, while also aiming for the bear, didn't make a move until he gathered of information on him first. This analytical step led to him finding his identity thanks to fly cameras venturing into his private abode.

From there, he made a few calls to the criminals he knew with promises splits to the bounty between them. It didn't matter whatever amount he had in this case; he just wanted to make sure he didn't interfere with his work. He learned one of the business partners wound up ratting him out. This would be a problem if he caught up to him, which was why he was happy to have prepared something in case they did cross paths. In a pod in the middle of his laboratory was a weapon he had begun building for months and had kept for improvements whenever he could.

Rubbing his eyebrows with his claws, he muttered "Damn Kravinoff, this thing is a prototype." He breathed through his teeth before sighing heavily before adding "Oh well, I had to test the invention eventually." 

Inputting the password on the number key built into the pod, a loud hissing coming from the pod as the machine began to activate.

"Alright, lift your right paw" the mole said, the robot bear doing as it was commanded to.

He nodded his head and muttered "Okay that's good-"before speaking louder as he said "Punch the air."

Once again, it did so. Simple and effective, one last test was testing its capabilities. He walked through the pure white room of the lair, high-tech machinations everywhere all of which the common person could not comprehend let along use. Walking in front of a large screen, he began pressing buttons for yet another passcode. A large hole opened up, with a robot with long, barrel wide arms and legs with saucer like hands, a spherical head, and bright lights on its chest.

"I assume you see that thing, correct? It was my first invention… break it or it'll break you" the mole said, looking back toward the group before pressing a big blue button, activating a force field around his computer.

A loud siren came from the Living Brain (as Tinkerer dubbed it) before it began charging, the Spider Slayer (as Tinkerer dubbed the prototype) aimed its four appendages toward the machine. Lasers shot out of the limbs, Living Brain powering through them thanks to its durability. While the Spider Slayer thrusted its limbs toward the machine, Tinkerer groaned as he picked his ears with his claws. The loud noise piercing his ear drums was why he never used it on the field. Taking it to field meant having to listen in on its surroundings and that meant hearing that.

While the Living Brain's lights unleashed bright colors, blinding the enemy machine. Spider Slayer continued to attack, the lights not affecting him the way it would affect humans. The sharp tipped limbs stabbed into the machine, multiple big holes being pierced into the armor of the machine. The Living Brain swung its giant arms art the machine, but the Spider Slayer was too fast for the bulky and slow machine. Continuing to pummel the body with the strong limbs, Spider Slayer began to quickly overwhelm the machine.

Trying to stop the enemy, the Living Brain used its siren and raised the volume of the machine, The Tinkerer covering his ears from the intense pain coming from the machine. "Oh my god, what was I thinking?" he groaned, his eyes squeezed shut.

The Living Brain swung his arms into the ground, sending the machine into the air as well as Tinkerer himself. While Spider Slayer positioned its body in the air toward the wall, its appendages stabbed into that wall and pulled itself away from the machine. As it turned its body so its feet would hit the incoming wall, it's pulled its limbs out of that wall so it could jump straight for the enemy machine. The Living Brain was stronger than the individual beams, so it concentrated all four beams into the right arm. Its body lost balance, the beams much stronger when together.

The Living Brain's legs were stabbed into, the Spider Slayer pulling the machine up into the air. Spider Slayer used its strength up into the air, Tinkerer noting that's its strength could care the five tons the machine weighed. The Spider Slayer shoved its big paws into the legs, pulling the legs right off of the machine like it was paper. Wasting no time, the Slayer stabbed the legs to hold them while slamming them into the head of the machine, easily breaking it. Tinkerer raised an eyebrow at the display before him.

"Well, that was rather easy… then again, there really wasn't much that Living Brain had in terms of potential" he said, pressing a few more buttons.

Some little barrel like robots with hoses attached them wheeled toward the destroyed machine, vacuuming the remains of the head. The machine was easily repairable with the simple design Tinkerer had done with him, but Tinkerer simply wasn't interested in actually fixing it in the first place. The machine was strong, but too slow and limited in possibilities of uses.

"Alright, where are you, Parker?" he asked to himself, looking through his cameras.

After a few minutes of searching through his cameras, he found him hugging his aunt in his house before she left for some place he didn't know. "Spider Slayer, front and center" he demanded, the Slayer walking toward him.

He then took a cable that he connected to a port of the computer and the machine respectively, transferring a copy of the data into it.

"Getting going, we have a Spider to capture" he said, aiming to deal with Spider-Bear.


End file.
